Our Board Committees

We are managed by a Board of Directors which must consist of not less than two members. Our Board of Directors consists of seven members, four of whom are not our employees. Our Board of Directors has an audit committee, a remuneration committee and a nomination committee.

Audit Committee. The Audit Committee comprises Nigel Lloyd Johnson, Dr Chua Yong Hai and Han Eng Juan. The Chairman of the Audit Committee is Han Eng Juan. The Audit Committee is established to assist the Board of Directors in fulfilling its statutory and financial responsibilities. The Committee is authorised by the Board of Directors to investigate any activity within its terms of reference.

The following are some of the functions performed by the Audit Committee:

    * review the annual audit plans of our external and internal auditors;
    * review the external and internal auditors’ findings on their evaluation of our
      system of internal controls, including accounting controls;
    * review the scope and results of our internal audit procedures;
    * review the full-year balance sheets and profit and loss accounts of our
      company;
    * review the assistance given by our officers to the Audit Committee, external
      auditors and internal auditors, where applicable;
    * review interested person transactions; and
    * nominate our external auditors.

Apart from duties listed above, our Audit Committee [is obligated to] commission and review the findings of internal investigations into any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore law, rule or regulation which has or is likely to have a material impact on our operating results and/or financial position.

Remuneration Committee.

The Remuneration Committee was set up on 20 September 2006 and comprises Milan Jerkovic, Dr Chua Yong Hai and Han Eng Juan. The Chairman of the Remuneration Committee is Dr Chua Yong Hai. The Remuneration Committee is responsible for setting cash and long-term incentive compensation for our executive officers and other key employees and administering our Straits Employee Share Option Scheme and our Straits Executive Share Acquisition Scheme. As part of its responsibilities, the Remuneration Committee will review annually the remuneration of each of our Directors, executive officers and other employees who are related to our substantial shareholders and will make recommendations, in consultation with the Chairman of the Board, to the entire Board for approval. Our annual report will disclose the remuneration of our Directors, our top five key executive officers as well as of employees who are immediate family members of a Director or our chief executive officer and whose annual remuneration exceeds S$150,000.

In the event that any member of our Remuneration Committee is interested in a decision to be made by the Remuneration Committee, he must abstain from participating in the decision-making process.

Nomination Committee.

The Nomination Committee was established on 20 September 2006 and comprises comprises Milan Jerkovic, Dr Chua Yong Hai and Han Eng Juan. The Chairman of the Nomination Committee is Dr Chua Yong Hai. Our Nomination Committee will be responsible for (i) re-nomination of our Directors, having regard to the Director’s contribution and performance, (ii) determining annually whether or not a Director is independent and (iii) deciding whether or not a Director is able to and has been adequately carrying out his duties as a Director. The Nomination Committee will decide how the Board’s performance is to be evaluated and propose objective performance criteria, subject to the approval of the Board, regarding how the Board has enhanced long-term shareholders’ value. The Board will also implement a process to be carried out by the Nomination Committee for assessing the effectiveness of the Board as a whole and for assessing the contribution by each individual Director to the effectiveness of the Board. Each member of the Nomination Committee must abstain from voting on any resolutions in respect of the assessment of his performance or re-nomination as Director.

Policies

To date the following policies and statements about the company's governance practices and systems have been adopted by the board and employees.

    Audit Committee Charter
    Board Charter 2008
    Disclosure Policy Adopted
    Nomination Committee Charter
    Remuneration Committee Charter
    Securities Trading Policy
    Shareholders Communication Guidelines Policy Adopted